UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-K





[X]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended December 31, 2008





OR





[   ]
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the transition period from ____ to ______





Commission
file number: 001-12565


__________________________________________





CHAMPION
COMMUNICATION SERVICES, INC.


(Exact
Name of Registrant as Specified in its Charter)








Delaware
              
              76-0448005(State
      of other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)2739
      Wisteria WalkSpring,
      Texas
              
              77388(Address
      of Principal Executive Offices)
              
              (Zip
      Code)(281)
      216-6808(Registrant's
      Telephone Number, including Area
Code)





SECURITIES REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:None





SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:


Common
Stock, $0.01 par value


__________________________________________





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act.  Yes  [  ]     No
[X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the
Act.  Yes  [  ]     No
[X]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange
Act”) during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90
days.  Yes  [X]     No
[  ]








Indicate
by check mark if disclosure of delinquent filings pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):





Large
      accelerated filer  [   ]
            Accelerated
      filer  [   ]Non-accelerated
      filer   [   ]
            Smaller
      reporting company [X](Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company, as defined in Rule
12b-2 of the Act.


Yes  [X]     No
[  ]





As of
April 1, 2009, there were 4,665,842 shares of common stock, $0.01 par value, of
the registrant outstanding.  The aggregate market value of the voting
stock held by non-affiliates of the registrant as of April 1, 2009 was $95,908
based upon the average OTCBB bid and ask price of the common stock on such date
of U.S. $0.05 per share.  For purposes of this computation, all
executive officers, directors and 10% stockholders were deemed
affiliates.  Such a determination should not be an admission that such
executive officers, directors or 10% stockholders are affiliates.



















































Champion
Communication Services, Inc. and Subsidiaries






INDEX
                    Page
      NumberPART
      IItem
      1.
                    Business
                    1Item
      2.
                    Properties
                    6Item
      3.
                    Legal Proceedings
                    6Item
      4.
                    Submission of Matters to a Vote
      of Security Holders
                    6


PART
II





Item
      5.
            Market for Registrant’s Common
      Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities
            6Item
      6.
            Selected Financial
      Data
            7Item
      7.
            Management’s Discussion and
      Analysis of Financial Condition and Results of Operations
            7Item
      8.
            Financial Statements and
      Supplementary Data
            9Item
      9.
            Changes In and Disagreements
      with Accountants on Accounting and Financial Disclosure
            9Item
      9A.
            Control and
      Procedures
            9


PART
III





Item
      10.
            Directors,
      Executive Officers, and Corporate Governance
            10Item
      11.
            Executive
      Compensation
            11Item
      12.
            Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters
            13Item
      13.
            Certain Relationships and
      Related Transactions, and Director Independence
            13Item
      14.
            Principal Accountant Fees and
      Services
            14Item
      15.
            Exhibits and Financial
      Statement Schedules
            14Signatures
            17Certification
      by Albert F. Richmond Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002
            18Certification
      by Pamela R. Cooper Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002
            19





PART  I








ITEM
1.   BUSINESS





This
Annual Report on Form 10-K includes “forward looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”).  All statements other than statements of
historical information provided herein are forward looking and may contain
information about financial results, economic conditions, trends and known
uncertainties.  Champion cautions the reader that actual results could
differ materially from those we expect, depending on the outcome of certain
factors, including those factors discussed in the Section of this Annual Report
on Form 10-K entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”   Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date hereof.  Champion undertakes no obligation to release to
investors the result of any revisions to these forward looking statements which
may be made to reflect events or circumstances after the date herein to reflect
the occurrence of unanticipated events.








THE
COMPANY





We were
formed as a Delaware corporation in 1994. Our corporate address is 2739 Wisteria
Walk, Spring, Texas 77388.  Our telephone number is (281)
216-6808.





Prior to
selling substantially all of our assets in May 2007, we provided high-powered
trunked radio dispatch services in the United States.  We served
approximately 235trunked dispatch
customers domestically in metropolitan areas utilizing just under 3,500
subscriber units (either radio or base stations) in four states.  Our
customers were principally businesses and government agencies located in the
metropolitan areas we served.





Operators
of dispatch services are regulated by the FCC.  We provided services
pursuant to a frequency-specific, site-specific FCC license.   In
addition to dispatch services, we offered vehicle tracking solutions as an
alternative to voice only which provided the subscriber with cost effective,
real-time vehicle tracking and mobile data processing.





On
February 13, 2007 we entered into an Asset Purchase Agreement (“Agreement”)
agreeing to sell substantially all of our assets to FleetTALK Partners, Ltd.
(“FleetTalk”) for $2,050,000 (the “Asset Sale”).  Stockholders
representing 54% of our outstanding voting stock executed a written consent in
lieu of a stockholders meeting approving the Agreement.  In May 2007,
after receiving all necessary approvals, we consummated the Asset
Sale.  Champion received $2,050,000 in gross proceeds from the Asset
Sale and paid commissions in the amount of $205,000.  The net book
value of the assets sold was $183,615 and the gain recorded was $1,661,385,
which is reflected in the statement of operations included in this
filing.  A special cash dividend of $0.25 per share, or approximately
$1,170,000, was distributed on August 9, 2007 to all stockholders of record on
August 3, 2007.  FleetTALK purchased our licenses and related assets
(e.g., facilities, equipment, customers and contracts), leaving the corporate
shell and related assets.  The Company's equity securities are
currently being traded on the NASDAQ Electronic Bulletin Board and the Pink
Sheets in the United States.  In Canada our shares are listed on NEX
of the TSX Venture Exchange.





As a
result of the Asset Sale, we are currently referred to as a reporting shell
corporation.  Shell corporations have zero or nominal assets and
typically no stated or contingent liabilities.  The Company’s current
business plan is to locate and combine with an existing, privately-held company
that desires to become a public corporation.





Private
companies wishing to become publicly traded may combine with a shell whereby the
stockholders of the private company become the majority stockholders of the
combined company.  The private company may purchase for cash all or a
portion of the common shares of the shell corporation from its major
stockholders.  A combination may be structured as a merger,
consolidation, exchange of the Company's common stock for stock or assets or any
other form which will result in the combined enterprise's becoming a
publicly-held corporation.  Typically, the Board and officers of the
private company become the new Board and officers of the combined company and
often the name of the private company becomes the name of the combined
entity.





1


At the
time of this filing, the Company has not reached any definitive understanding
with any person concerning an acquisition.  It is anticipated that the
Company's officers and directors will contact persons with whom they are
acquainted who are involved with corporate finance matters to advise them of the
Company's existence and to determine if any companies or businesses that they
represent have a general interest in considering a merger or acquisition with a
shell entity.  No assurance can be given that the Company will be
successful in finding an acquisition candidate.  Furthermore, no
assurance can be given that any acquisition, which does occur, will be on terms
that are favorable to the Company or its current stockholders.





The
Company’s search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations.  In addition, these
enterprises may wish to satisfy, either currently or in the reasonably near
future, the minimum requirements in order to qualify shares for trading on an
exchange.  The Company anticipates that the business opportunities
presented to it will (1) either be in the process of formation, or be recently
organized with limited operating history or a history of losses attributable to
under-capitalization or other factors; (2) experiencing financial or operating
difficulties; (3) be in need of funds to develop new products or services or to
expand into a new market, or have plans for rapid expansion through acquisition
of competing businesses; (4) or other similar characteristics.  Given
the above factors, investors should expect that any acquisition candidate may
have little or no operating history, or a history of losses or low
profitability.





The
Company does not propose to restrict its search to any particular geographical
area or industry.   The Company's discretion in the selection of
an entity with which to combine is unrestricted, subject to the availability of
such opportunities, economic conditions, and other factors.  In
connection with such a merger or acquisition, it is highly likely that an amount
of stock constituting control of the Company would either be issued by the
Company or be purchased from the current principal stockholders of the Company
by the acquiring entity or its affiliates.  If stock is purchased from
the current principal stockholders, the transaction may result in substantial
gains to such stockholders.





The sale
of a controlling interest by certain principal stockholders of the Company may
occur at a time when minority stockholders are unable to sell their shares
because of the lack of an active public market for such
shares.  Depending upon the nature of the transaction, the current
officers and directors of the Company may resign their management and Board
positions with the Company in connection with the change of
control.  In the event of such a resignation, the Company's current
management would thereafter have no control over the conduct of the Company’s
business.





It is
anticipated that business combination opportunities will come to the Company’s
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants, venture
capitalists, members of the financial community, and others who may present
unsolicited proposals.  The Company has no plan, understandings,
agreements, or commitments with any individual for such person to act as a
finder of opportunities for the Company.





Certain
types of business acquisition transactions may be completed without any
requirement that the Company first submit the transaction to the stockholders
for their approval.  In the event the proposed transaction is
structured in such a fashion that stockholder approval is not required, holders
of the Company's securities (other than principal stockholders holding a
controlling interest) should not anticipate that they will be provided with
financial statements or any other documentation prior to the completion of the
transaction.  Other types of transactions require prior approval of
the stockholders.





It is
anticipated that we will incur nominal expenses in the implementation of the
business plan described herein.  We have limited capital with which to
pay these anticipated expenses.  The time and costs required to select
and evaluate an acquisition candidate and to structure and consummate the
business combination (including negotiating relevant agreements and preparing
requisite documents for filing pursuant to applicable securities laws and state
"blue sky" and corporation laws) cannot presently be ascertained with any degree
of certainty.





Our
officers and directors only devote a portion of their time to the operations of
the Company, and, accordingly, consummation of a business combination may
require a greater period of time than if they devoted their full time to the
Company's affairs.





Our
stockholders will in all likelihood hold a substantially lesser percentage
ownership interest (if any) in the Company following any merger or
acquisition.





2


COMPETITION





The
Company expects to encounter substantial competition in its efforts to locate
attractive business combination opportunities.  The competition may in
part come from business development companies, venture capital partnerships and
corporations, small investment companies, brokerage firms, and the
like.  Some of these types of organizations are likely to be in a
better position than the Company to obtain access to attractive business
acquisition candidates either because they have greater experience, resources
and managerial capabilities than the Company, because they are able to offer
immediate access to limited amounts of cash, or for a variety of other
reasons.  The Company also will experience competition from other
public companies with similar business purposes, some of which may also have
funds available for use by an acquisition candidate.





EMPLOYEES





As of
April 1, 2009, we no longer employ personnel, but our CEO and Vice President
provide consulting services on an as needed basis.








RISK
FACTORS





This
report includes "forward looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E
of the Securities and Exchange Act of 1934, as amended  (the "Exchange
Act"). All statements other than statements of historical information provided
herein are forward looking and may contain information about financial results,
economic conditions, trends and known uncertainties.  We caution the
reader that actual results could differ materially from those we anticipate,
depending on the outcome of certain factors, including those factors discussed
in this section. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
herein.  We undertake no obligation to release to investors the result
of any revisions to these forward looking statements which may be made to
reflect events or circumstances after the date herein, including, without
limitation, changes in our business strategy or planned capital expenditures, or
to reflect the occurrence of unanticipated events.





We
have no significant assets or financial resources and will likely continue to
incur net operating losses for the indefinite future.





The
Company does not have significant assets or financial resources.  The
Company will, in all likelihood, continue to sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination.  There is no assurance that the Company can identify an
acquisition candidate and consummate such a business combination.





No
agreement for a business combination is in place and there can be no assurance
that a business combination will occur.





The
Company has no current definitive agreement with respect to engaging in a
business combination with a specific entity.  There can be no
assurance that the Company will be successful in identifying or concluding a
business combination.  No particular industry or specific business
within an industry has been selected for an acquisition
candidate.  The Company has not established a specific length of
operating history or a specified level of earnings, assets, net worth or other
criteria which it will require an acquisition candidate to have achieved, or
without which the Company would not consider a business combination with such
business entity. Accordingly, the Company may enter into a business combination
with a business entity having no significant operating history, losses, limited
or no potential for immediate earnings, limited assets, negative net worth or
other negative characteristics.  There is no assurance that the
Company will be able to negotiate a business combination on terms favorable to
the Company or its stockholders.











3


Execution
of the Company’s current business plan may be limited by the fact that the
Company has only one director, two officers, and no employees.





Our
management consists only of Albert F. Richmond, Chief Executive Officer and sole
director, and Pamela R. Cooper, Chief Financial Officer.  While
seeking a business combination, Mr. Richmond and Ms. Cooper will be the only
people responsible in conducting the day-to-day operations of the
Company.  The Company does not benefit from multiple judgments that a
greater number of directors or officers would provide, and the Company will rely
completely on the judgment of its two officers and one director when selecting
an acquisition candidate.  Mr. Richmond and Ms. Cooper anticipate
devoting only a limited amount of time per month to the business of the
Company.  Both individuals are working as consultants, rather than
employees, to the Company.  The loss of the services of Mr. Richmond
or Ms. Cooper would adversely affect the Company.





Certain
conflicts of interest exist between the Company and its officers and
director.





Our two
officers have other business interests to which they currently devote attention
and expect to continue doing so.  As a result, conflicts of interest
may arise that can be resolved only through their exercise of judgment in a
manner which is consistent with their fiduciary duties to the
Company.  In addition, as of December 31, 2008, our executive officers
owned approximately 59% of the issued and outstanding shares of the Company’s
Common Stock.  As a result of such ownership, such officers have the
power effectively to control us, including the election of directors and the
determination of matters requiring stockholder approval, including the proposed
business combination.  The officers may actively negotiate or
otherwise consent to the purchase of a portion of their common stock as a
condition to, or, in connection with, a proposed merger or acquisition
transaction.  Depending upon the nature of a proposed transaction,
Company stockholders other than the officers may not be afforded the opportunity
to approve or consent to a particular transaction.





The
Company has very limited funds, and such funds may not be adequate to operate
the Company, even on a limited basis.





The
Company has very limited funds, and no revenue-generating
operations.  Even if the Company's currently available funds prove to
be sufficient to pay for its operations until it is able to acquire an interest
in, or complete a transaction with, a business opportunity, such funds will
clearly not be sufficient to enable it to exploit the
opportunity.  Thus, the ultimate success of the Company will depend,
in part, upon its ability to raise additional capital.  There is no
assurance that additional capital will be available from any source or, if
available, that it can be obtained on terms acceptable to the Company or its
successor.





There
may be limited opportunities and significant competition for business
opportunities or combinations.





The
Company is and will continue to be an insignificant participant in the business
of seeking mergers with and acquisitions of business entities.  A
large number of established and well financed entities, including venture
capital firms, are active in mergers and acquisitions of companies which may be
merger or acquisition candidates for the Company.  Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete in seeking merger or acquisition candidates with other public shell
companies, some of which may also have funds available for use by an acquisition
candidate.





SEC
reporting requirements may delay or preclude acquisition.





The
Company may be required under the Exchange Act to provide certain information
regarding an entity with which it combines, including audited financial
statements.   The additional time and costs that may be incurred
by some potential acquisition candidates to prepare such financial statements
may significantly delay or essentially preclude consummation of an otherwise
desirable combination with the Company.  Acquisition prospects that do
not have or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.  When a non-reporting company becomes the
successor of a reporting company by merger, consolidation, exchange of
securities, and acquisition of assets or otherwise, the successor company is
required to provide in a Current Report on Form 8-K the same kind of information
that would appear in a Registration Statement or an Annual Report on Form 10-K,
including audited and pro forma financial statements.  The SEC
subjects these filings to its standards of review selection, and the SEC may
issue substantive comments on the sufficiency of the disclosures
represented.  If the Company enters into a business combination with a
non-reporting company, such non-reporting company will not receive reporting
status until the SEC has determined that it will not review the 8-K filing or
all of the comments have been cleared by the SEC.





4


Completion
of a business combination by the Company will likely result in a change in
control and management.





In
conjunction with completion of an acquisition or business combination, it is
anticipated that the Company will issue an amount of the Company's authorized
but unissued common stock that represents a majority of the voting power and
equity of the Company, which will, in all likelihood, result in stockholders of
a target company obtaining a controlling interest in the Company.  As
a condition of the business combination agreement, the current majority
stockholders of the Company may agree to sell or transfer all or a portion of
the Company's common stock they own to provide the target company with all or
majority control.  The resulting change in control of the Company will
likely result in removal of the present officers and director of the Company and
a corresponding reduction in or elimination of their participation in the future
affairs of the Company.





Completion
of a business combination will likely result in significant dilution to the
current stockholders of the Company.





A
business combination will likely involve the issuance of a significant number of
additional shares by the Company to the target, resulting in immediate and
significant dilution to the current stockholders of the
Company.   In addition, such combination generally will cause the
per share value of the Company's common stock to increase or decrease, perhaps
significantly.





The
tax treatment of a potential business combination may have adverse effects on
the Company.





Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination that the Company may undertake.  Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax provisions. The
Company intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the target entity;
however, there can be no assurance that such business combination will meet the
statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal and
state taxes, which may have an adverse effect on both parties to the
transaction.








Provisions
in our charter documents limit your ability to approve or deny matters affecting
our operations and could delay or prevent a change in corporate
control.





Several
provisions of our Certificate of Incorporation and Bylaws may have the effect of
delaying, deferring or preventing a change in control. The Board of Directors,
without further action of the stockholders, has the authority to issue up to
1,000,000 shares of our preferred stock in one or more series and to fix the
rights, preferences, privileges and restrictions thereof, and to issue almost
16,000,000 additional shares of Common Stock.





The
issuance of preferred stock or additional shares of Common Stock (including in
connection with the proposed business combination) could adversely affect the
voting power of purchasers of Common Stock.





5


ITEM
2.  PROPERTIES





The
Company currently maintains an office at 2739 Wisteria Walk, Spring, Texas
77388.  The Company’s telephone number is (281)
216-6808.  Other than this office, the Company does not currently
maintain any other office facilities, and does not anticipate the need for
maintaining office facilities at any time in the foreseeable
future.  The Company leases the Wisteria Walk office on a
month-to-month basis.





ITEM
3.  LEGAL PROCEEDINGS





We are
not currently party to any legal proceedings.





ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None.








PART
II





ITEM
5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES





Our
Common Stock is currently traded on the NEX of the TSX Venture Exchange under
the symbol CHP.H and quoted on the U.S. OTC Bulletin Board under the symbol
CCMS.  For each fiscal quarter during the years ended December 31,
2007 and December 31, 2008, the high and low bid prices were as
follows:





U.
      S. OTC Bulletin Board
                  (All amounts are in U.S. $)
                
                
                TSX
      Venture Exchange
                  (All amounts are in CDN $)Quarter Ended
                
                High
                
                
                Low
                
                
                High
                
                
                LowMarch
      31, 2007
                
                $
                0.39
                
                
                $
                0.39
                
                
                $
                0.275
                
                
                $
                0.275June
      30, 2007
                
                $
                0.36
                
                
                $
                0.31
                
                
                $
                0.23
                
                
                $
                0.23September
      30, 2007
                
                $
                0.30
                
                
                $
                0.26
                
                
                $
                0.25
                
                
                $
                0.25December
      31, 2007
                
                $
                0.40
                
                
                $
                0.39
                
                
                $
                0.28
                
                
                $
                0.28March
      31, 2008
                
                $
                0.17
                
                
                $
                0.17
                
                
                $
                0.00
                
                
                $
                0.00June
      30, 2008
                
                $
                0.17
                
                
                $
                0.17
                
                
                $
                0.00
                
                
                $
                0.00September
      30, 2008
                
                $
                0.13
                
                
                $
                0.13
                
                
                $
                0.00
                
                
                $
                0.00December
      31, 2008
                
                $
                0.05
                
                
                $
                0.05
                
                
                $
                0.00
                
                
                $
                0.00





The
quotations reflect inter-dealer prices, without retail and mark-up, markdown or
commission and may not represent actual transactions.





As of
April 1, 2009, our Common Stock was held by 271 stockholders of
record.





6


On August
9, 2007, a portion of the proceeds from the Asset Sale were distributed to
stockholders of record as of August 3, 2007 in the form of a one-time special
cash dividend of $0.25 per share.  We retained an amount of cash
estimated to maintain our corporate existence for some period of time until a
final outcome is achieved for the remaining public shell.  The payment
of any distributions or dividends in the future will depend on our earnings,
capital requirements, operating and financial position and general business
conditions.





The
following table provides information regarding outstanding options, warrants and
rights as of December 31, 2008:








Plan Category
              (A)
                Number
      of Shares to be Issued Upon Exercise of Outstanding Options
              (B)
                Weighted
      Average Exercise Price of Outstanding
      Options
              (C)
                Number
      of Shares Remaining Available for Future Issuance Under Equity
      Compensation Plans (Excluding Shares Reflected in Column A)Equity
      compensation plans approved by stockholders
              None
              None
              NoneEquity
      compensation plans not approved by stockholders
              None
              None
              None








ITEM
6.  SELECTED FINANCIAL DATA





Not
applicable.





ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.





The following
discussion should be read in conjunction with our consolidated financial
statements and the notes thereto included elsewhere in this Report on Form
10-K.  The discussion in this section of this Report on Form 10-K
contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those discussed
herein.  Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this section, those
discussed in “Risk Factors” and those discussed elsewhere in this Report on Form
10-K.





RESULTS
OF OPERATIONS





Prior to
the Asset Sale, our primary business was two-way radio dispatch communications
and due to the relationship between our primary business and spectrum, in past
years we were successful, periodically, in obtaining and marketing spectrum
frequencies at significant gross margins.  These successes generated
significant fluctuations in our revenues and gross margins from year to year of
a positive nature.  As a result of changes in the industry, the market
for spectrum has dissipated.  We sold the Illinois, Indiana and
Florida operational areas in 2005 and in May 2007 the remaining North America
operational areas were sold with all FCC and other required
consents.  During the interim time period after entering into the
Agreement for the Asset Sale, but prior to receiving all requisite approvals,
the purchaser operated the systems under a management agreement.





Our
Company remains a reporting public shell and we are pursuing various
opportunities to capitalize upon this status through a merger or sale to or with
a private company that seeks public status.  There are no assurances
we will be successful in finding a company to sell to or with which to merge, or
that our limited remaining capital will permit us to continue until a potential
merger or acquisition candidate is identified.








7


December
31, 2008 Compared to December 31, 2007





In the
past, we were successful buying and selling spectrum.  While these
transactions were sporadic, they were also profitable.  This allowed
us the opportunity to maximize company value for the stockholders, but in
consideration of the unknown time frame and the extensive competition for
customers we concluded it in our best interest to accept an offer to sell our
systems prior to losing value due to the negative cash flow of the
operations.  Thus, we engaged in the Asset Sale during the second
quarter of 2007.





Total
revenues for 2008 were $0, compared with $165,000 for 2007.   As
a result of the Asset Sale, the Company has ceased all revenue
activities.





Costs of
sales decreased from $153,000 in 2007 to $0 in 2008 corresponding to the Asset
Sale with no operation in 2008.





Amortization
and depreciation expense for 2008 was $1,339 for the final depreciation of
office fixtures compared with $27,000 in 2007 incurred for two months of
operations, the decrease reflecting the sale of our assets and the cessation of
depreciation and amortization.





General
and administrative expenses decreased to $129,000 for 2008, down from $487,000
in 2007.  The decrease reflects the closure of operations and
termination of all employees effective June 30, 2007.   In an
effort to maintain the corporate shell, liquidate any remaining assets, settle
all commitments and identify a viable merger candidate we continue to incur
minimal general and administrative expenses.





We
recognized a net gain in 2007 of $1,690,000 from the Asset Sale, as compared
with no gain in 2008 for the shell operation.  In 2007 we incurred a
net loss of $6,000 in conjunction with the liquidation of our international
operations.





Interest
income for 2008 was $8,000 compared with $43,000 for 2007.  The
decrease was due to minimal proceeds from the Asset Sale remaining after payment
of the special cash dividend in August 2007.





We
reported net loss of $122,000 for the year ended December 31, 2008 compared with
net income of $1,229,000 for the year ended December 31, 2007.  The
net income for the year ended December 31, 2007 was primarily attributable to
the proceeds from the Asset Sale.








LIQUIDITY
AND CAPITAL RESOURCES





At
December 31, 2008, we had cash and cash equivalents of $241,000 compared with
$392,000 at December 31, 2007. As discussed during 2008 we retained the Company
as a shell, incurring minimal administrative expenses to maintain the existence
of the corporation.





Our
working capital at December 31, 2008 was $235,000 compared with $353,000 at
December 31, 2007.





Net cash
used in operating activities was $150,000 for 2008 compared with $447,000 in
2007.





Net cash
provided by investing activities was $1,888,000 for 2007 compared with no cash
used in 2008.





Net cash
used in financing activities was $1,150,000 in 2007 compared to none in
2008.  In August 2007, the majority of the proceeds from the Asset
Sale were distributed to stockholders of record as of August 3,
2007.





Because
we have no operations with which to generate revenue, if our current capital is
diminished prior to entering into a business combination, we may not be able to
continue our corporate existence.








8





SUMMARY
OF CRITICAL ACCOUNTING POLICIES





Communications
Equipment and Related Assets





Communications
equipment and related assets were recorded at cost.  Depreciation is
computed on a straight-line basis over the estimated useful lives of the assets
ranging from two to five years for other fixed assets and five to ten years for
base station and related equipment.





Other
Assets





Fees
associated with obtaining Federal Communication Commission licenses for 450-470
MHz, 470-512 MHz and 800 MHz were capitalized as part of the cost of the
licenses.  Licenses that were used by Champion were capitalized and
amortized under the straight-line method for 5 to 10 years.








NEW
ACCOUNTING PRONOUNCEMENTS





We do not
expect adoption of recently issued accounting pronouncements to have a
significant impact on our results of operations, financial position or cash
flow.








EFFECTS
OF INFLATION





We
believe that the relatively moderate rate of inflation over the past few years
has not had a significant impact on our results of operations.








ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Our
audited financial statements and footnotes related thereto are included within
Item 15 of this report.











ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.





None.





ITEM
9A.  CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





The term
“disclosure controls and procedures” is defined in Rule 13a-14(c) of the
Securities and Exchange Act of 1934, or the Exchange Act.  This term
refers to the controls and procedures of a company that are designed to ensure
that information required to be disclosed by a company in the reports that it
files under the Exchange Act is recorded, processed, summarized and reported
within required time periods.  Our Chief Executive Officer and our
Chief Financial Officer have evaluated the effectiveness of our disclosure
controls and procedures as of December 31, 2008, and have concluded that as of
that date, our disclosure controls and procedures were effective at ensuring
that required information will be disclosed on a timely basis in our reports
filed under the Exchange Act.





Management’s
Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act).  Our management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2008. In making
this assessment, our
management   used  the  criteria  set  forth  by  the  Committee  of  Sponsoring
Organizations  of  the  Treadway   Commission  in  Internal   Control-Integrated
Framework.   Management has concluded that, as of December 31,
2008, our internal control over financial reporting is effective based on these
criteria.  This annual report does not include an attestation report
of our registered public accounting firm regarding internal control over
financial reporting.  Management's  report was not subject
to  attestation  by
our  registered  public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management's report in
this annual report.





9


Changes
in Control Over Financial Reporting





There
were no changes in our internal  controls
over  financial  reporting  that occurred during
the year ended December 31, 2008 that has materially  affected, or
is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.





PART
III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE





The
following table sets forth certain information with respect to each director and
each executive officer of the Company:


Name
                Age
                PositionAlbert
      F. Richmond (1)(2)
                  Houston,
      Texas
                67
                Chairman
      of the Board, Chief Executive Officer and PresidentPamela
      R. Cooper
                  Spring,
      Texas
                56
                Chief
      Financial Officer, Treasurer, Secretary and
  Controller


----------------------------


(1)  Member
of Audit Committee


(2)  Member
of Compensation Committee





Officers
are elected by the Board of Directors and serve until their successors are
chosen or until their resignation or removal.





ALBERT F.
RICHMOND has served as Chairman of the Board, Chief Executive Officer,
and a director of the Company since September 29, 1994 and as President since
January 9, 2001.  From May 1986 to February 1996, he was Chairman of
the Board of Olympic Natural Gas Company, and from 1981 to 1986 he served as
Chief Financial Officer and a director of American Oil and Gas
Corporation.  Mr. Richmond received a Bachelor of Business
Administration degree from Texas Christian University in 1965.





PAMELA R.
COOPER has served as Controller and Treasurer since April 1, 1995 and as
Executive Vice-President since February 2003.  From October 1988 until
April 1, 1995 she operated as PRC Consulting, providing accounting and
administrative services for clients and prior to that was the controller of
Easley Investments.  Ms. Cooper graduated from Southern Methodist
University with a Bachelor of Business Administration degree in
1974.





Audit
Committee and Audit Committee Financial Expert





Prior to
February 22, 2006, our Audit Committee consisted of Peter F. Dicks, James H.
Grossman and Albert F. Richmond.  Messrs. Dicks and Grossman resigned
from the Board effective February 22, 2006.  As Mr. Richmond is
currently the Company’s only director, the entire Board serves as our “Audit
Committee” in accordance with Section 3(a)(58)(B) of the Exchange
Act.  Our Board of Directors determined that the Audit Committee does
not have any “audit committee financial expert,” as defined by applicable
law.  The cost to retain an audit committee financial expert at this
time is viewed as cost prohibitive.  However, the Board of Directors
believes that each Audit Committee member has sufficient knowledge in financial
auditing matters to serve on the Committee.  The Committee has the
authority to engage legal counsel or other experts or consultants, as it deems
necessary to carry out its responsibilities.









10


Section
16(a) Beneficial Ownership Reporting Compliance





Based on
a review of Forms 3, 4 and 5 furnished to the Company, all of the Company’s
officers and directors and beneficial owners of ten percent of the Company’s
Common Stock were in compliance with the reporting requirements of Section 16(a)
during the fiscal year ended December 31, 2008, with the following
exception:




Code
of Ethics





We have
adopted a Code of Business Conduct and Ethics that applies to all directors and
employees, including our principal executive, financial and accounting
officers.  The Code of Business Conduct and Ethics is posted on our
Web site at www.champcom.com.  We intend to satisfy the requirements
under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers
from, provisions of our Code of Business Conduct and Ethics by posting such
information on our Web site.







ITEM
11.  EXECUTIVE COMPENSATION





Compensation
of Executive Officers





The
following table sets forth the cash and non-cash compensation for each of the
last two fiscal years awarded to or earned by our Chief Executive Officer and
our other most highly compensated executive officers other than our Chief
Executive Officer who were serving as executive officers at the end of the
fiscal year ended December 31, 2008:









SUMMARY
      COMPENSATION TABLEName
      and Principal Position
              Year
              
              Salary ($)
              
              
              Bonus ($)
              
              
              Stock
      Awards
                ($)
              
              
              Option
      Awards
                ($)
              
              
              Non-Equity
      Incentive Plan Compensation
                ($)
              
              
              Nonqualified
      Deferred Compensation Earnings
      ($)
              
              
              All
      Other Compensation ($)
              
              
              Total ($)Albert
      F. Richmond
              2007
              
              $
              26,966
              (1)
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              $
              26,966Chief
      Executive Officer
              2008
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Pamela
      R. Cooper
              2007
              
              $
              46,500
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              $
              6,020
              (2)
              
              $
              52,520Chief
      Financial Officer
              2008
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              $
              13,560
              (2)
              
              $
              13,560


(1)  Does
not include $205,000 paid as commission in 2007 to Richmond Holdings, Inc. (see
“Employment and Other Agreements” below) earned as a result of the sale of the
North America operations.




(2)  These
amounts were paid as consulting fees to PRC Consulting, a sole proprietorship,
for services rendered to the Company by Pamela R. Cooper on an as needed basis
subsequent to the termination of all employees.







Employment
and Other Agreements





In 2004,
we entered into a success-based commission agreement with Richmond Holdings,
Inc., a subchapter S corporation owned 100% by our CEO, Mr. Albert
F.  Richmond.Pursuant to this
agreement Mr. Richmond serves as our Chief Executive Officer.  The
agreement provided that Mr. Richmond would receive annual salary of $24,000 in
addition to a 15% commission on any asset sales negotiated and
closed.  We amended the agreement in July 2006 to provide an annual
salary of $50,000 and reduced the commission to 10% of the gross sales price of
any asset sale.





On
October 4, 2006 we entered into a Deferred Compensation Agreement with Mr.
Richmond providing that 50% of his annual salary would be paid in the form of
stock contributed to his deferred compensation plan and 50% would be in cash
salary going forward.  The agreement specified that Mr. Richmond would
be paid $11,235 in deferred stock for 2005 and $12,500 for 2006 resulting in a
total deferred stock liability in Mr. Richmond’s plan of $23,735 at December 31,
2006 and the issuance of 116,258 shares of common stock to Mr.
Richmond  during the year ended December 31, 2007.





11


Equity
Awards




All stock
options and equity awards held by named executives were exercised or expired
during the year ended December 31, 2007.





Director
Compensation





The
Company paid no compensation to directors during the year ended December 31,
2008.





Limitation
of Liability and Indemnification of Executive Officers





As
permitted by the Delaware General Corporation Law, our Certificate of
Incorporation and Bylaws limit or eliminate the personal liability of our
directors for a breach of their fiduciary duty of care as a director. The duty
of care generally requires that, when acting on behalf of the corporation,
directors exercise an informed business judgment based on all material
information reasonably available to them. Consequently, a director will not be
personally liable to us or our stockholders for monetary damages or breach of
fiduciary duty as a director, except for liability for:






            any
      breach of the director’s duty of loyalty to us or our
      stockholders;
            acts
      or omissions not in good faith or that involve intentional misconduct or a
      knowing violation of law;
            unlawful
      payments of dividends or unlawful stock repurchases, redemptions or other
      distributions; or
            any
      transaction from which the director derived an improper personal
      benefit.




The
limitations of liability do not affect the availability of equitable remedies
such as injunctive relief or rescission. If Delaware law is amended to authorize
the further elimination or limiting of the liability of a director, then the
liability of our directors will be eliminated or limited to the furthest extent
permitted by Delaware law as so amended.





Our
Certificate of Incorporation allows us to indemnify our officers, directors and
other agents to the full extent permitted by Delaware law. Additionally, we
purchase insurance on behalf of our executive officers and directors to cover
any liabilities arising out of his or her actions in such capacity, regardless
of whether Delaware law would permit indemnification, and to provide
indemnification in circumstances in which indemnification is otherwise
discretionary under Delaware law.





Our
Bylaws specify circumstances in which indemnification for our directors and
executive officers is mandatory and when we may be required to advance expenses
before final disposition of any litigation. At present, there is no pending
litigation.





Insofar
as indemnification by us for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment by us of
expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding, is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether indemnification by us is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue.





12


ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS





The
following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of April 1, 2009 by (i) each director and
officer of the Company, (ii) each person known or believed by the Company to own
beneficially 5% or more of the Common Stock and (iii) all directors and
executive officers as a group.  Unless otherwise indicated, each
person has sole voting and dispositive power with respect to such
shares.




Name of Beneficial Owner
(1)
              
              Number of Shares
              
              
              Percent
                Beneficially
      OwnedAlbert
      F. Richmond
              
              
              2,533,548
              (2)
              
              
              54.30
              %Pamela
      R. Cooper
              
              
              213,769
              (3)
              
              
              4.58
              %All
      executive officers and directors as a group
              
              
              2,747,317
              
              
              
              58.88
              %


(1)
            Except
      as otherwise noted, the address of each holder is 2739 Wisteria Walk,
      Spring, Texas 77388.





(2)
            Includes
      199,900 shares held in Richmond Holdings, Inc. of which Albert F. Richmond
      is the sole stockholder.  Includes 32,500 shares held by Morgan
      Stanley D.W. Inc., as Custodian of IRA for Linda L. Richmond and 269,240
      shares held by Morgan Stanley D. W. Inc., Ttee. FBO for Albert F.
      Richmond, IRA.





(3)
            Includes
      11,700 shares held by JP Morgan Securities, as Custodian of IRA and
      179,869 shares held by RBC Dain Rauscher, as Custodian of
    IRA.





Equity
Compensation Plan Information





The
following table provides information as of December 31, 2008 with respect to
shares of our common stock that may be issued under our 1996 incentive
plan.  The plan expired on its ten year anniversary date in November
2007 and all options had either expired or been exercised.




Plan Category
              (A)
                Number
      of Shares to be Issued Upon Exercise of Outstanding Options
              (B)
                Weighted
      Average Exercise Price of Outstanding
      Options
              (C)
                Number
      of Shares Remaining Available for Future Issuance Under Equity
      Compensation Plans (Excluding Shares Reflected in Column A)Equity
      compensation plans approved by stockholders
              -
              $                    -
              NoneEquity
      compensation plans not approved by stockholders
              N/A
              N/A
              N/A





ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Certain
Relationships and Related Transactions





Not
applicable.




Director
Independence
 
 As of the
date of this report, Albert F. Richmond, our President and CEO, is the only
member of our Board of Directors and would not qualify as
“independent.”  In making that determination, we used the definitions
of independence of Nasdaq, even though such definitions do not currently apply
to us because we are not listed on Nasdaq.  We do not have a
separately designated compensation, nominating or audit
committee.


13


ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





Aggregate
fees billed to the Company for the years ended December 31, 2008 and 2007
by GLO CPAs, LLP, the Company’s independent auditors were as
follows:




Fiscal
      year ended2007
                
                
                2008Audit
      Fees (1)
                
                $
                32,508
                
                
                $
                23,000Audit-Related
      Fees (2)
                
                
                323
                
                
                
                2,500Total
      Audit and Audit-Related Fees
                
                $
                32,831
                
                
                $
                25,500




(1)
            The
      fees billed to us by GLO CPAs, LLP represent fees for professional
      services rendered in connection with the engagement to audit and report on
      the financial statements, review of quarterly and annual financial
      statements.




(2)
            Audit-related
      fees for assurance and related services that are reasonably related to the
      performance or review of our financial statements and are not included
      above as “Audit Fees.”







Our Board
reviews and pre-approves all audit services and permitted non-audit services
provided by the independent auditors to us.  These services may
include audit services, audit-related services, tax services and other
services.  The Board considers whether the provision of each non-audit
service is compatible with maintaining the independence of our
auditors.  There are no exceptions to the policy of securing
pre-approval of the Board for any service provided by our independent accounting
firm.





ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





Number
                Description
                
                Incorporated by
                  Reference to3.1
                Certificate
      of Incorporation filed September 29, 1994.
                
                Exhibit
      3.1 to the Registration Statement on Form 10-SB effective February 13,
      1997
                  (File
      No. 0-29032)3.2
                Certificate
      of Amendment to Certificate of Incorporation filed January 26,
      1996.
                
                Exhibit
      3.2 to the Registration Statement on Form 10-SB effective February 13,
      1997
                  (File
      No. 0-29032)3.3
                Certificate
      of Amendment to Certificate of Incorporation filed April 23,
      1996.
                
                Exhibit
      3.3 to the Registration Statement on Form 10-SB effective February 13,
      1997
                  (File
      No. 0-29032)




















14








3.4
            By-laws
      dated September 29, 1994.
            
            Exhibit
      3.4 to the Registration Statement on Form 10-SB effective February 13,
      1997
              (File
      No. 0-29032)3.5
            Amended
      and Restated By-laws, as adopted January 23, 2002.
            
            Exhibit
      99.2 of the Company’s Current Report on Form 8-K filed February 6,
      2002
              (File
      No. 001-12565)4.1
            Specimen
      Common Stock share certificate.
            
            Exhibit
      4.1 to the Registration Statement on Form 10-SB effective February 13,
      1997
              (File
      No. 0-29032)4.2
            Pages
      from Certificate of Incorporation and By-laws defining rights of
      stockholders - included in Exhibits 3.1, 3.2, 3.3 and 3.4.
            
            Exhibit
      4.2 to the Registration Statement on Form 10-SB effective February 13,
      1997
              (File
      No. 0-29032)10.1
            Form
      of Indemnification Agreement between officers and director of the Company
      and the Company.
            
            Exhibit
      10.27 to the Registration Statement on Form 10-SB effective February 13,
      1997
              (File
      No. 0-29032)10.3
            Lease
      Agreement dated January 1, 2000, between Woodlands office Equities
      95
              Limited
      and the Company.
            
            Exhibit
      10.30 to the 10-KSB filed March 30, 2000 (File No.
    001-12565)10.4
            Lease
      Amendment dated November 10, 2005 between Woodstead-Grogan Operating
      Associates, L.P. and the Company
            
            Exhibit
      10.42 to the 10-KSB filed April 15, 2007 (File No.
    001-12565)10.5
            Master
      Antenna Site Lease No. 130 dated February 1, 1999 between Pinnacle Towers,
      Inc. and the Company
            
            Exhibit
      10.50 to the 10-KSB filed March 31, 2003 (File No. 001-12565)10.6**
            Commission
      Agreement dated July 1, 2004, between Richmond Holdings, Inc. and the
      Company
            
            Exhibit
      10.6 to the 10-KSB filed April 1, 2005 (File No. 001-12565)10.7
            Asset
      Purchase Agreement, dated December 30, 2004 between ESP Wireless
      Technology Group, Inc. and the Company
            
            Exhibit
      10.7 to the 10-KSB filed April 1, 2005 (File No. 001-12565)10.8
            Asset
      Purchase Agreement, dated February 13, 2007, between FleetTALK Partners,
      Ltd. and the Company
            
            Exhibit
      10.1 to the 8-K filed February 20, 200710.9
            Management
      Agreement, dated February 13, 2007 between FleetTALK Partners Ltd and the
      Company
            
            Exhibit
      10.2 to the 8-K filed February 20, 200710.10**
            Deferred
      Compensation Agreement, dated October 4, 2006 between Albert F. Richmond
      and the Company
            
            Exhibit
      10.1 to the Form 10-QSB filed November 14, 200610.11
            Commission
      Agreement Amendment dated July 1, 2006 between Richmond Holdings, Inc. and
      the Company
            
            Exhibit
      10.11 to the 10-KSB filed April 15, 2007 (File No.
    001-12565)21
            Subsidiaries
            
            Exhibit
      21 to the 10-KSB filed April 1, 2005 (File No. 001-12565)24.1
            Power
      of Attorney (included on signature page)31.1*
            Certification
      of the Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.






15








31.2*
                Certification
      of the Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1*
                Certification
      of the Chief Executive Officer and Chief Financial Officer Pursuant to 18
      U.S.C. Section 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002_____________
                  *
      Filed herewith.
                  **
      Management contract or executive compensation plan or
      arrangement.


















































16











SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





CHAMPION
COMMUNICATION SERVICES, INC.








By: /s/  Albert F.
Richmond


Albert
F. Richmond,


Chairman
of the Board, Chief Executive Officer and President








POWER OF
ATTORNEY TO SIGN AMENDMENTS





KNOW ALL
BY THESE PRESENTS, that each person whose signature appears below does hereby
constitute and appoint Albert F. Richmond his true and lawful attorney-in-fact
and agent for him and in his name, place and stead, in any and all capacities,
to sign any or all amendments to the Champion Communication Services, Inc. Form
10-K, Annual Report, for year ending December 31, 2008, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as they or he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them, may lawfully do or cause to be done
by virtue hereof.  This Power of Attorney has been signed below by the
following persons in the capacities and on the dates indicated.





Pursuant
to the requirements of the Securities and Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.








Signature
                  
                  Title
                  Date/s/
      Albert F. Richmond
                  
                  Chairman
      of the Board,
                  April
      13, 2009Albert
      F. Richmond
                  
                  Chief
      Executive Officer and President/s/
      Pamela R. Cooper
                  
                  Chief
      Financial Officer, Treasurer,
                  April
      13, 2009Pamela
      R. Cooper
                  
                  and
      Controller








17





PageConsolidated
      Financial Statements:Report
      of Independent Registered Public Accounting Firm
            F-2Consolidated
      Balance Sheets, December 31, 2008 and 2007
            F-3Consolidated
      Statements of Operations, Years Ended December 31, 2008 and
      2007
            F-4Consolidated
      Statements of Stockholders' Equity, Years EndedDecember
      31, 2008 and 2007F-5Consolidated
      Statements of Cash Flows, Years Ended December 31, 2008 and
      2007
            F-6Notes
      to Consolidated Financial Statements
            F-7








F-1


Report
of Independent Registered Public Accounting Firm

















The Board
of Directors


Champion
Communication Services, Inc.


The
Woodlands, Texas








We have
audited the accompanying consolidated balance sheet of Champion Communication
Services, Inc. and Subsidiaries as of December 31, 2008 and 2007 and the related
consolidated statements of operations, stockholders’ equity and cash flows for
the two years then ended.  These financial statements are the
responsibility of Champion Communication Services, Inc.  Our
responsibility is to express an opinion on these financial statements based on
our audit.





We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Champion Communication
Services, Inc. and Subsidiaries as of December 31, 2008 and 2007, and the
results of its operations and its cash flows for the two years then ended in
conformity with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As described in note 13, the
Company has completed the sale of its assets in the year ended December 31,
2007.  As disclosed by the Company in note 13, the Company is
intending to identify a merger candidate.





/s/ GLO
CPAs, LLLP


Houston,
Texas


April 8,
2009








F-2








CHAMPION
COMMUNICATION SERVICES, INC. and SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


December
31, 2008 and 2007





ASSETS
                
                2008
                
                
                2007Current
      AssetsCash
      and cash equivalents
                
                $
                241,494
                
                
                $
                391,885Accounts
      receivable, net of allowance for doubtful accounts of
                  $13,297
      and $13,054, respectively (Note 2)
                
                
                -
                
                
                
                11,024Prepaid
      expenses and other
                
                
                450
                
                
                
                1,792Total
      Current Assets
                
                
                241,944
                
                
                
                404,701Communications
      equipment and related assets, net of accumulated
                  depreciation
      of $ 0 and $9,430, respectively
                
                
                -
                
                
                
                1,339$
                241,944
                
                
                $
                406,040LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
                
                $
                6,976
                
                
                $
                11,069Accrued
      expenses
                
                
                3,094
                
                
                
                40,673Total
      Current Liabilities
                
                
                10,070
                
                
                
                51,742Commitments
      and Contingencies (Note 10)
                
                
                -
                
                
                
                -Stockholders’
      EquityPreferred
      stock, $0.01 par value, 1,000,000 shares authorized, none
                  Issued
      and outstanding
                
                
                -
                
                
                
                -Common
      stock, $0.01 par value, 20,000,000 shares authorized,
                  4,665,842
      shares issued and outstanding at December 31,
                  2008
      and 2007
                
                
                46,658
                
                
                
                46,658Additional
      paid-in capital
                
                
                2,558,591
                
                
                
                2,558,591Retained
      deficit
                
                
                (2,373,375
                )
                
                
                (2,250,951
                )Total
      Stockholders’ Equity
                
                
                231,874
                
                
                
                354,298$
                241,944
                
                
                $
                406,040
  See
      accompanying summary of accounting policies and notes to financial
      statements.






F-3




CHAMPION
COMMUNICATION SERVICES, INC. and SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


Years
Ended December 31, 2008 and 2007





2008
                
                
                2007RevenuesDispatch
      communications
                
                $
                -
                
                
                $
                164,618Total
      Revenues
                
                
                -
                
                
                
                164,618Operating
      expenses:
                  Cost
      of sales:Dispatch
      communications
                
                
                -
                
                
                
                153,048Total
      Cost of Sales
                
                
                -
                
                
                
                153,048Gross
      Margin
                
                
                -
                
                
                
                11,570Bad
      debt expense
                
                
                -
                
                
                
                (4,282
                )Depreciation
      and amortization
                
                
                1,339
                
                
                
                26,576General
      and administrative expenses
                
                
                128,637
                
                
                
                487,102Operating
      income (loss)
                
                
                (129,976
                )
                
                
                (497,826
                )Other
      income (expense):Interest
      income
                
                
                7,552
                
                
                
                43,830Interest
      expense
                
                
                -
                
                
                
                (494
                )Loss
      from continuing operations
                
                
                (122,424
                )
                
                
                (454,490
                )Loss
      on liquidation of subsidiaries
                
                
                -
                
                
                
                (6,264
                )Gain
      on sale of  operations
                
                
                -
                
                
                
                1,689,971Income
      (loss) before income taxes
                
                
                (122,424
                )
                
                
                1,229,217Net
      income (loss)
                
                $
                (122,424
                )
                
                $
                1,229,217Weighted
      average common shares outstanding
                
                
                4,665,842
                
                
                
                4,563,682Diluted
      weighted average common shares outstanding
                
                
                4,665,842
                
                
                
                4,563,682Basic
      earnings (loss) per share:net
      income (loss)
                
                $
                (0.03
                )
                
                $
                0.27Diluted
      earnings (loss) per share:net
      income (loss)
                
                $
                (0.03
                )
                
                $
                0.27








See
      accompanying summary of accounting policies and notes to financial
      statements.








F-4




CHAMPION
COMMUNICATION SERVICES, INC. and SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY


Years
Ended December 31, 2008 and 2007





Common
      stock shares
              
              
              Common
      stock
              
              
              Additional
      paid-in capital
              
              
              Retained
      earnings (deficit)
              
              
              Total
      stockholders equityBalance
      at December 31, 2006
              
              
              4,483,802
              
              
              
              44,838
              
              
              
              3,686,922
              
              
              
              (3,480,168
              )
              
              
              251,592Issuance
      of deferred compensation stock
              
              
              116,258
              
              
              
              1,162
              
              
              
              22,572
              
              
              
              -
              
              
              
              23,734Retirement
      of common stock in Company 401(k) Plan
              
              
              (71,218
              )
              
              
              (712
              )
              
              
              (20,653
              )
              
              
              -
              
              
              
              (21,365
              )Purchase
      of common stock
              
              
              142,000
              
              
              
              1,420
              
              
              
              38,160
              
              
              
              -
              
              
              
              39,580Repurchase
      of common stock
              
              
              (5,000
              )
              
              
              (50
              )
              
              
              (1,665
              )
              
              
              
              
              
              
              (1,715
              )Distribution
      of capital
              
              
              
              
              
              
              
              
              
              
              (1,166,745
              )
              
              
              
              
              
              
              (1,166,745
              )Net
      income for 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,229,217
              
              
              
              1,229,217Balance
      at December 31, 2007
              
              
              4,665,842
              
              
              
              46,658
              
              
              
              2,558,591
              
              
              
              (2,250,951
              )
              
              
              354,298Net
      loss for 2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (122,424
              )
              
              
              (122,424
              )Balance
      at December 31, 2008
              
              
              4,665,842
              
              
              $
              46,658
              
              
              $
              2,558,591
              
              
              $
              (2,373,375
              )
              
              $
              231,874



































See
accompanying summary of accounting policies and notes to financial
statements.










F-5


CHAMPION
COMMUNICATION SERVICES, INC. and SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


Years
Ended December 31, 2008 and 2007











2008
                
                
                
                2007Cash
      flows from operating activities:
                  Net income
    (loss)
                
                $
                (122,424
                )
                
                $
                1,229,217Adjustments
      to reconcile net income (loss) to
                  net cash used in operating
      activities:Depreciation
      and amortization
                
                
                1,339
                
                
                
                26,576(Gain)
      loss on sale/disposal of fixed and other assets
                
                
                -
                
                
                
                (1,683,706
                )Bad
      debt expense
                
                
                -
                
                
                
                (4,282
                )Change
      in assets and liabilities:Accounts
      receivable
                
                
                11,024
                
                
                
                40,403Prepaid
      expenses
                
                
                1,343
                
                
                
                31,874Other
      assets
                
                
                -
                
                
                
                23,356Accounts
      payable
                
                
                (4,592
                )
                
                
                (35,113
                )Accrued
      expenses
                
                
                (37,081
                )
                
                
                (74,653
                )License
      sales and customer deposits
                
                
                -
                
                
                
                (400
                )Net
      cash used in operating activities
                
                
                (150,391
                )
                
                
                (446,728
                )Cash
      flows from investing activities:Purchases
      of fixed and other assets
                
                
                -
                
                
                
                (2,064
                )Proceeds
      from sale of fixed and other assets
                
                
                -
                
                
                
                1,890,073Net
      cash provided by (used in) investing activities
                
                
                -
                
                
                
                1,888,009Cash
      flows from financing activities:Common
      stock subscribed
                
                
                -
                
                
                
                39,580Repurchase
      of stock
                
                
                -
                
                
                
                (23,080
                )Distribution
      of capital
                
                
                -
                
                
                
                (1,166,745
                )Net
      cash used in financing activities
                
                
                -
                
                
                
                (1,150,245
                )Increase
      (decrease) in cash and cash equivalents
                
                
                (150,391
                )
                
                
                291,036Cash
      and cash equivalents at beginning of year
                
                
                391,885
                
                
                
                100,849Cash
      and cash equivalents at end of year
                
                $
                241,494
                
                
                $
                391,885Supplemental
      disclosure of cash flow information:Cash
      paid during the year for:Interest
                
                $
                -
                
                
                $
                135Non-cash
      transactions:Issuance
      of common stock for accrued expenses
                
                $
                -
                
                
                $
                51,697








See
accompanying summary of accounting policies and notes to financial
statements.




F-6


CHAMPION
COMMUNICATION SERVICES, INC. and SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2008 and 2007





(1)       Summary of Significant
Accounting Policies





(a)  Description of
Business





Prior to
the sale of operations in 2007, Champion Communication Services, Inc. provided
high-powered community repeater dispatch services operating within the 450 - 512
MHz with limited operations in the 800 MHz frequency band in the United
States.  Our customers were primarily business and government agencies
located in metropolitan geographic regions.  We provided customers
with dispatch airtime and data transmission service.





We formed Champion Wireless
International B.V. and Champion Vietnam Wireless B.V., both Netherlands
companies, and Champion Wireless Systems International N.V., a Netherlands
Antilles company, as wholly owned subsidiaries in anticipation of developing
operations internationally to manufacture and assemble communication equipment
for local and export sales offering the SkyLinkTM product line of wireless local
loop telephony.  These opportunities did not enjoy the success we
targeted and as such we began the process of liquidating these subsidiaries in
2006 beginning with Champion Wireless Solutions Vietnam Ltd.





(b)  Organization and Basis of
Presentation





Champion’s
securities are registered with the Securities and Exchange Commission in the
United States of America and were listed on the TSX Venture
Exchange.   In Canada, a company that is in the majority dormant
without operational assets is transferred to the NEX Exchange and as of December
31, 2008 Champion is now listed there.





The
consolidated financial statements include the accounts of Champion Communication
Services, Inc. and its wholly owned subsidiaries, Champion Wireless
International B.V., Champion Vietnam Wireless B.V., Champion Wireless Solutions
(Vietnam), Limited and Champion Wireless Systems International N.V. which were
liquidated as of December 31, 2007.





The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of
America.  The differences between accounting principles generally
accepted in the United States of America and Canada would not have a material
impact on the accompanying financial statements.





(c) 
Cash and Cash Equivalents





For
purposes of the statements of cash flows, we consider all highly liquid
financial instruments purchased with an original maturity of three months or
less to be cash equivalents.





(d) 
Allowance for Doubtful Accounts





Champion
recognized an allowance for doubtful accounts equivalent to an estimate of
accountbalances that proved to be uncollectible based upon historical experience
and assessment of the general financialconditions affecting the aged receivable
base.  In addition, specifically identified amounts that management
believed to be uncollectible were recorded in the allowance for doubtful
accounts.





(e) 
Communications Equipment and Related Assets





Communications
equipment and related assets were recorded at cost.  Depreciation was
computed on a straight-line basis over the estimated useful lives of the assets
ranging from two to five years for other fixed assets and five to ten years for
base station and related equipment.





F-7





(1)
            Summary of Significant
      Accounting Policies,
(continued)





(f) 
Other Assets





Fees
associated with obtaining Federal Communication Commission (FCC) licenses for
450-470 MHz, 470-512 MHz and 800 MHz were capitalized as part of the cost of the
licenses.  Licenses that were used by Champion are capitalized and
amortized under the straight-line method for 5 to 10 years.





(g) 
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
Of





Management
reviewed long-lived assets and intangible assets for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable.  Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to future net cash
flows expected to be generated by the asset.  If such assets were
considered to be impaired, the impairment to be recognized was measured by the
amount by which the carrying amount of the assets exceeded the fair value of the
assets, which considered discounted future net cash flows.  All
operational assets of Champion were sold during the year ended December 31, 2007
and thus no impairment was required as at December 31, 2008.





(h) 
Accrued Expenses





Accrued
expenses at December 31, 2007 consist primarily of our audit and tax preparation
accrual totaling $27,000 and accrued tower rents totaling
$13,000.  Accrued expenses at December 31, 2008 consist primarily of
tower rents.





(i) 
Income Taxes





In
accordance with the liability method under accounting principles generally
accepted in the United States of America, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years which those temporary differences are expected to be
recovered or settled.  The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.  A valuation allowance is provided
against deferred tax assets which management considers likely to be
unrealized.





(j) Net
Income (Loss) Per Common Share





The
basic net income (loss) per common share is computed by dividing the net income
(loss) by the weighted average number of common shares
outstanding.  Diluted net income (loss) per common share is computed
by dividing the net income (loss) adjusted on an “as if converted” basis, by the
weighted average number of common shares outstanding plus potential dilutive
securities.  As of December 31, 2007 and 2008 there are no potential
dilutive securities outstanding.





(k) 
Use of Estimates





Champion’s
management has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent assets and
liabilities to prepare these financial statements in conformity with accounting
principles generally accepted in the United States of America.  Actual
results could differ from those estimates.





(l) Differences
Between Generally Accepted Accounting Principles in the United States and
Canada





Champion
prepares its financial statements in accordance with generally accepted
accounting principles (GAAP)








F-8








(l) 
Summary of Significant
Accounting Policies, (continued)





in the
United States of America.  There are no significant differences
between the United States of America and Canadian GAAP affecting our financial
statements.




(m) Recent
Accounting Pronouncements





In
December 2004, the FASB issued SFAS No. 123R, “Accounting for Stock-Based
Compensation”.  SFAS No. 123R established standards for the accounting
for transactions in which an entity exchanges its equity instruments for goods
or services.   This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions.  SFAS No. 123R requires that the fair value of such
equity instruments be recognized as expense in the historical financial
statements as services are performed.  Prior to SFAS No. 123R, only
certain pro forma disclosures of fair value were required.  SFAS No.
123R was effective for small business issuers as of the beginning of the first
interim or annual reporting period that begins after December 15,
2005.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised
2007), Business
Combinations, which replaces SFAS No 141. The statement retains the
purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in
the purchase accounting. It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies, requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related costs as incurred. SFAS No. 141R is effective for us
beginning January 1, 2009 and will apply prospectively to business
combinations completed on or after that date.




In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB 51, which changes
the accounting and reporting for minority interests. Minority interests will be
recharacterized as noncontrolling interests and will be reported as a component
of equity separate from the parent’s equity, and purchases or sales of equity
interests that do not result in a change in control will be accounted for as
equity transactions. In addition, net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income
statement and, upon a loss of control, the interest sold, as well as any
interest retained, will be recorded at fair value with any gain or loss
recognized in earnings. SFAS No. 160 is effective for us beginning
January 1, 2009 and will apply prospectively, except for the presentation
and disclosure requirements, which will apply retrospectively. At this current
time, we do not believe that adoption of SFAS No. 160 would have any effect
on our financial statements.




On
January 1, 2007, we adopted Emerging Issues Task Force Issue No. 06-2
(“EITF 06-2”), Accounting for
Sabbatical Leave and Other Similar Benefits Pursuant to FASB Statement
No. 43. EITF 06-2 requires companies to accrue the costs of
compensated absences under a sabbatical or similar benefit arrangement over the
requisite service period. As we do not currently have a plan for compensated
absences under a sabbatical or similar benefit arrangement, the adoption of EITF
06-2 had no effect on our financial statements.





In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities. SFAS No. 159 gives us the
irrevocable option to carry many financial assets and liabilities at fair
values, with changes in fair value recognized in earnings. SFAS No. 159 is
effective for us beginning January 1, 2008, although early adoption is
permitted. We are currently assessing the potential impact that electing fair
value measurement would have on our financial statements and have not determined
what election we will make.





In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. This statement does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the information. SFAS
No. 157 is effective for us beginning January 1, 2008. In December
2007, the FASB released a proposed FASB Staff Position (FSP FAS 157-b – Effective Date of FASB Statement
No. 157) which, if adopted as proposed, would delay the effective
date of SFAS No. 157 for all nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). We are currently
assessing the potential impact that adoption of this statement would have on our
financial statements.





F-9


In
June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes – an interpretation of FASB Statement 109” (“FIN
48”).  The Company adopted FIN 48 on January 1, 2007.  FIN
48 establishes a single model to address accounting for uncertain tax
positions.  FIN 48 clarifies the accounting for income taxes by
prescribing a minimum recognition threshold that a tax position is required to
meet before being recognized in the financial statements.  FIN 48 also
provides guidance on de-recognition, measurement classification, interest and
penalties, accounting in interim periods, disclosure, and
transition.





The
Company does not believe it has any uncertain tax positions and has therefore
not made any adjustments to the January 1, 2008 retained deficit nor has the
Company recognized any uncertain tax positions as of December 31,
2008.  The Company recognizes interest and penalties accrued related
to unrecognized tax benefits in income tax expense.





Champion
does not expect adoption of any other recently issued accounting pronouncements
to have a significant impact on their consolidated financial position, results
of operations or cash flow.





(n) 
Revenue Recognition




During
the course of our business customers were invoiced and billed the fee for their
monthly service at the first of each month and revenue was recorded for each
user for one month.








(2) Accounts Receivable and
Allowance for Doubtful Accounts





Accounts
receivable were customer obligations due under normal trade
terms.  Management monitored the credit performance of customers’
financial conditions.
  Management
reviewed accounts receivable on a quarterly basis to determine if any
receivables were potentially uncollectible.  Accounts receivable
balances that we determined to be uncollectible, have been included in the
allowance for doubtful accounts.  If all attempts to collect any
remaining receivables fail, the receivables will be written off against the
allowance.  Based on the information available, we have established an
allowance for doubtful accounts as of December 31, 2007 and 2008 equal to trade
accounts receivable.





(3) Concentration of Credit
Risk





Champion
maintains cash deposits predominantly in U.S. banks, which, from time to time,
exceed the amount of depositors insurance available.  Management
assesses the financial condition of these banks and believes that the
possibility of any credit loss is minimal.





(4) Communication Equipment,
Related Assets and, Intangible Assets





Communication
equipment and related assets at December 31, 2008 and 2007 was comprised of the
following:





December
      31, 2008Communication
      equipment and related assets:
                Asset
                  Life
                
                Cost
                
                
                Accumulated
                  Depreciation
                
                
                Net
                  BalanceBase
      station and related equipment
                5
      to 10 years
                
                $
                -
                
                
                $
                -
                
                
                $
                -Other
      furniture, data processing and communications equipment
                2
      to 5 years
                
                
                -
                
                
                
                -
                
                
                
                -$
                -
                
                
                $
                -
                
                
                $
                -








F-10


(4) 
Communication
Equipment, Related Assets, and Intangible Assets (continued)





December
      31, 2007Asset
                  Life
                
                Cost
                
                
                Accumulated
                  Depreciation
                
                
                Net
                  BalanceBase
      station and related equipment
                5
      to 10 years
                
                $
                -
                
                
                $
                -
                
                
                $
                -Other
      furniture, data processing and communications equipment
                2
      to 5 years
                
                
                10,769
                
                
                
                9,430
                
                
                
                1,339$
                10,769
                
                
                $
                9,430
                
                
                $
                1,339





During
the year ended December 31, 2007, we sold substantially all operational, office
and computers assets with a net book value of $211,194 for a total of $1,895,500
creating a net gain of $1,684,306.  Depreciation and amortization
expense was $26,576 and $1,339 for the years ending December 31, 2007 and 2008,
respectively.





(5) 
Income
Taxes







Components—Current and
Deferred






The
provisions for income taxes consist of the following components:




2008
                
                
                2007Current
      (reduced by tax credits of $396,787 in 2007 and $0 in
2008)
                
                $
                0
                
                
                $
                0Deferred
      benefit
                
                
                (0
                )
                
                
                (0
                )$
                0
                
                
                $
                0




Temporary Differences and
Rate Reconciliations






The tax
effects of temporary differences and carry forwards that give rise to
significant portions of deferred tax assets and liabilities consist of the
following:




December
      31,
                    
                    2008
                    
                    
                    2007Deferred
      tax assets:
                      Liabilities
      and reserves
                    
                    $
                    4,521
                    
                    
                    $
                    4,438Net
      operating loss carry forwards
                    
                    
                    496,979
                    
                    
                    
                    56,732Gross
      deferred tax assets
                    
                    
                    501,500
                    
                    
                    
                    61,170Valuation
      allowance
                    
                    
                    (501,500
                    )
                    
                    
                    (53,311
                    )Total
                    
                    $
                    0
                    
                    
                    $
                    7,859






F-11


(5) 
Income Taxes
(continued)




Deferred
      tax liabilities:
                                                Property,
      plant, and equipment
                                              
                                              $
                                              0
                                              
                                              
                                              $
                                              (7,859
                                              )Total
                                              
                                              $
                                              0
                                              
                                              
                                              $
                                              (7,859
                                              )Net
      deferred tax asset (liability)
                                              
                                              $
                                              0
                                              
                                              
                                              $
                                              0




A
reconciliation of the statutory U.S. federal rate and effective rates is as
follows:




Year
      Ended December 31,
                  
                  2008
                  
                  
                  2007Statutory
      U.S. federal rate
                  
                  
                  34.0
                  %
                  
                  
                  34.0
                  %State
      income taxes—net of federal benefit
                  
                  
                  0.0
                  
                  
                  
                  0.0Earning
      in jurisdictions taxed at rates different from the U.S. federal
      rate
                  
                  
                  (0.0
                  )
                  
                  
                  (0.0
                  )Effect
      of tax benefit of net operating loss carry forward
                  
                  
                  (34.0
                  )
                  
                  
                  (34.0
                  )Other—net
                  
                  
                  0.0
                  
                  
                  
                  0.00
                  %
                  
                  
                  0
                  %




Operating Loss and Tax
Credit Carry forwards






The
Company has loss carry forwards totaling $1,461,702 that may be offset against
future taxable income.  If not used, the carry forwards and credits
will expire as follows:




Operating
                    LossesYear
      2023
                  
                  $
                  127,822Year
      2022
                  
                  $
                  1,333,880$
                  1,461,702








(6) 
Stockholders'
Equity





During
the year ended December 31, 2007 options to purchase 142,000 shares of our stock
in exchange for $39,580 were exercised, all other options to purchase shares
expired unexercised.  Additionally, 116,258 shares were issued to our
CEO as settlement of his deferred stock compensation
plan.   There was no stockholders’ activity for the year ended
December 31, 2008.





During
the year ended December 31, 2007 we acquired, to be retired, 76,218 shares of
common stock at prices averaging $0.30 per share.  During the year
ended December 31, 2008, no shares were acquired to be retired.








F-12


(7) 
Stock
Options




Champion
adopted the fair value recognition provisions of Statement of Financial
Accounting Standards (SFAS) No. 123R, “Share-Based Payment”, using the modified
prospective application method effective January 1, 2006.  Under this
method, compensation cost is recognized for the applicable amounts
of:  (a) compensation expense of all share-based payments granted
prior to, but not yet exercised or vested as of January 1, 2006 (based on the
grant date fair value estimated in accordance with the original provisions of
SFAS No. 123, “Accounting for Stock-Based Compensation”, and previously
presented in the pro forma footnote disclosures in the Company’s SEC reports),
and  (b) compensation cost for all share-based payments granted
subsequent to January 1, 2006 (based on the grant date fair value estimated in
accordance with the provisions of SFAS No. 123R).  Champion uses the
Black-Scholes valuation method to determine the fair value of stock options
granted as of the grant date.




The
weighted average fair value of the stock options granted during fiscal 2006 was
$0.23.  Variables used in the Black-Scholes option-pricing model
include (1) 4.35% risk-free interest rate, (2) expected option life is the
actual remaining life of the options as of each year end, (3) expected
volatility was 77%, and (4) zero expected dividends.





In 1996,
Champion adopted the “1996 Incentive Plan” (the Plan) to provide incentive
options, non-statutory options, restricted stock awards and stock appreciation
rights to certain key employees, non-employee directors and other
persons.  The Plan authorized grants of options to purchase up to
500,000 shares of common stock.  Stock options were granted with an
exercise price equal to the stock’s fair market value at the date of
grant.  The Plan had a ten year duration beginning November 1, 1996
and as such no awards remained available for grant under the Plan after October
31, 2006.  All stock options issued under the Plan had10-year
terms.  Options granted to employees prior to August 1, 2000, vested
and become fully exercisable after a range of two to six years from the date of
grant.  For options granted to employees after August 1, 2000,
twenty-five percent (25%) vested and became exercisable immediately and
twenty-five percent (25%) vested and became exercisable in each of the three
following years, allowing for some exceptions of


accelerated
vesting at the discretion of the Board of Directors.  Options granted
to non-employee directors vested and become exercisable immediately upon
issuance.





During
the year ended December 31, 2007 142,000 options to purchase common stock were
exercised in exchange for $39,850 and all other outstanding options expired
unexercised.  At December 31, 2008 and 2007, there were no granted
options outstanding.





During
the years ended December 31, 2007 and 2008, Champion granted no options to
purchase shares of common stock to its employees or directors and retired
283,500 and no options, respectively.








Number
      of Options
                  
                  
                  Weighted-averageexercise priceBalance
      at December 2006
                  
                  
                  425,500
                  
                  
                  
                  0.58Granted
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  142,000
                  
                  
                  
                  0.28Forfeited
                  
                  
                  283,500
                  
                  
                  
                  0.73Balance
      at December 2007
                  
                  
                  -
                  
                  
                  
                  0.00Granted
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Forfeited
                  
                  
                  -
                  
                  
                  
                  -Balance
      at December 2008
                  
                  
                  -
                  
                  
                  $
                  0.00














F-13





(8) 
401(k)
Plan





In
January 1996, Champion adopted a 401(k) Plan (the “401(k) Plan”) under which all
employees who have completed three months of service are eligible to
participate.  Participants may elect to defer the receipt of up to 15%
of their annual compensation (up to a maximum dollar amount established in
accordance with Section 401(k) of the Internal Revenue Code) and have such
deferred amounts contributed to the 401(k) Plan.  Champion at its
discretion, made matching contributions to the extent it deemed
appropriate.





Corresponding
to the sale of significantly all its operations and assets, which eliminated all
employees, Champion terminated its 401(k) Plan effective December 31,
2007.








(9) 
Related Party
Transactions





In 2007, Richmond Holdings, Inc. was
paid $205,000 as commission for the sale of the operations and assets of the
company and there were no payments made to related parties in
2008.  Richmond Holdings, Inc. is a subchapter S corporation owned
100% by Albert F. Richmond, CEO of Champion.








(10) 
Commitments and
Contingencies





Lease
Commitments





At
December 31, 2008 Champion had no commitments under non-cancelable operating
lease agreements for the rental of office and tower space.  Champion
terminated its office rental agreement and assigned its tower space lease
agreements to as part of its sale of operations and assets to FleetTALK
Partners, Ltd. as of December 31, 2007.  We entered into a six month
sublease for office space as part of the termination of the office rental
agreement to provide adequate time to conclude the operations of the remaining
business.  The sublease expired December 31, 2007 and we entered into
a month to month lease until such time as the company has achieved full closure
and completed all required filings.





During
the year ended December 31, 2007, Champion incurred $50,758 in office rental
expense and $135,087 in tower rental expense.  During the year ended
December 31, 2008 we incurred $3,965 in office rental expense and no tower
rental expense.








Legal
Proceedings





From time
to time, Champion was involved in discussions relating to various claims arising
in the ordinary course of business.  Management reviewed any claims
with legal counsel and all actions were without merit or the ultimate liability,
if any, resulting from them did not have a material affect on our financial
position.





(11) 
Segment
Reporting





Champion had two geographic
reportable segments:  the domestic (U.S.) segment and the
international segment, which consists primarily of start-up operations in
Vietnam.  The accounting policies of the segments are the same as
described in the summary of significant accounting policies.  All
intercompany transactions between the segments have been
eliminated.  During the year ended 2007 all international activity was
related to the liquidation of this segment











F-14














(11) 
Segment Reporting
(continued)








Segment
results for the years ended December 31, 2008 and 2007 are as
follows:


United States
              
              
              International
              
              
              ConsolidatedDecember
      31, 2007Revenues
              
              $
              164,618
              
              
              $
              -
              
              
              $
              164,618Pretax
      gain  (loss)
              
              
              1,298,822
              
              
              
              (69,605
              )
              
              
              1,229,217Depreciation
      /Amortization
              
              
              24,371
              
              
              
              2,205
              
              
              
              26,576InterestRevenue
              
              
              43,830
              
              
              
              -
              
              
              
              43,830Expense
              
              
              (474
              )
              
              
              -
              
              
              
              (474
              )Net
              
              
              43,356
              
              
              
              -
              
              
              
              43,356Total
      assets
              
              
              406,040
              
              
              
              -
              
              
              
              406,040December
      31, 2008Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -Pretax
      (loss)
              
              
              (122,424
              )
              
              
              -
              
              
              
              (122,424
              )Depreciation
      /Amortization
              
              
              1,339
              
              
              
              -
              
              
              
              1,339InterestRevenue
              
              
              7,552
              
              
              
              -
              
              
              
              7,552Expense
              
              
              -
              
              
              
              -
              
              
              
              -Net
              
              
              7,552
              
              
              
              -
              
              
              
              7,552Total
      assets
              
              
              241,944
              
              
              
              -
              
              
              
              241,944








(12) 
Major
Vendors





In
2007, 52% of Champion’s cost of sales was from one vendor








(13) 
Going
Concern





Going concern
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. The Company sold its assets which satisfied the
ability of the remaining shell of the Company to continue as a going
concern.





Management
intends to identify a business to merge with which it believes will be
sufficient to provide the Company with the ability to continue in existence as
part of another entity.





(14) 
Subsequent
Events





Management
has identified potential businesses to merge with and is in negotiation with the
parties.  Such negotiations are subject to due diligence , the
completion of the annual 10-K filing with the Securities and Exchange
Commission, as well as completion of all federal , state and local tax filings
and resolution of any and all outstanding liabilities should there be
any.  There is no assurance that we will be successful in completing
these negotiations.








F-15